Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Cover page. | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | BLUCORA, INC. | |
Entity Central Index Key | 0001068875 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 48,852,487 | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | BCOR | |
Security Exchange Name | NASDAQ | |
Entity File Number | 000-25131 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 91-1718107 | |
Entity Address, Address Line One | 6333 N. State Hwy 161, 4th Floor | |
Entity Address, City or Town | Irving | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75038 | |
City Area Code | 972 | |
Local Phone Number | 870-6400 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 109,606 | $ 84,524 |
Cash segregated under federal or other regulations | 146 | 842 |
Accounts receivable, net of allowance | 20,391 | 15,721 |
Commissions receivable | 19,857 | 15,562 |
Other receivables | 8,069 | 7,408 |
Prepaid expenses and other current assets, net | 10,595 | 7,755 |
Total current assets | 168,664 | 131,812 |
Long-term assets: | ||
Property and equipment, net | 15,090 | 12,389 |
Right-of-use assets, net | 11,338 | |
Goodwill, net | 674,130 | 548,685 |
Other intangible assets, net | 355,596 | 294,603 |
Other long-term assets | 10,820 | 10,236 |
Total long-term assets | 1,066,974 | 865,913 |
Total assets | 1,235,638 | 997,725 |
Current liabilities: | ||
Accounts payable | 7,945 | 3,798 |
Commissions and advisory fees payable | 18,810 | 15,199 |
Accrued expenses and other current liabilities | 43,429 | 18,980 |
Lease liabilities | 7,168 | 46 |
Deferred revenue | 4,158 | 10,257 |
Current portion of long-term debt, net | 919 | 0 |
Total current liabilities | 82,429 | 48,280 |
Long-term liabilities: | ||
Long-term debt, net | 381,579 | 260,390 |
Deferred tax liability, net | 44,840 | 40,394 |
Deferred revenue | 7,635 | 8,581 |
Lease liabilities | 6,911 | 100 |
Other long-term liabilities | 7,012 | 7,440 |
Total long-term liabilities | 447,977 | 316,905 |
Total liabilities | 530,406 | 365,185 |
Redeemable noncontrolling interests | 0 | 24,945 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity: | ||
Common stock, par $0.0001 - authorized shares, 900,000, issued and outstanding shares, 48,779 and 48,044, respectively | 5 | 5 |
Additional paid-in capital | 1,575,554 | 1,569,725 |
Accumulated deficit | (870,119) | (961,689) |
Accumulated other comprehensive loss | (208) | (446) |
Total stockholders’ equity | 705,232 | 607,595 |
Total liabilities and stockholders’ equity | $ 1,235,638 | $ 997,725 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 48,779,000 | 48,044,000 |
Common stock, shares outstanding (in shares) | 48,779,000 | 48,044,000 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Services revenue | $ 193,740 | $ 157,848 | $ 419,508 | $ 363,813 |
Cost of revenue: | ||||
Amortization of acquired technology | 0 | 49 | 0 | 99 |
Total cost of revenue | 90,626 | 64,657 | 156,201 | 132,124 |
Engineering and technology | 7,159 | 4,848 | 13,688 | 9,979 |
Sales and marketing | 29,256 | 23,791 | 84,828 | 79,044 |
General and administrative | 19,002 | 15,625 | 36,079 | 30,491 |
Acquisition and integration | 9,183 | 0 | 10,980 | 0 |
Depreciation | 1,315 | 993 | 2,376 | 2,908 |
Amortization of other acquired intangible assets | 9,169 | 8,806 | 17,213 | 17,113 |
Restructuring | 0 | 2 | 0 | 291 |
Total operating expenses | 165,710 | 118,722 | 321,365 | 271,950 |
Operating income | 28,030 | 39,126 | 98,143 | 91,863 |
Other loss, net | (5,118) | (2,759) | (9,076) | (7,987) |
Income before income taxes | 22,912 | 36,367 | 89,067 | 83,876 |
Income tax benefit (expense) | 8,124 | (907) | 4,139 | (2,870) |
Net income | 31,036 | 35,460 | 93,206 | 81,006 |
Net income attributable to noncontrolling interests | 0 | (222) | 0 | (427) |
Net income attributable to Blucora, Inc. | $ 31,036 | $ 35,238 | $ 93,206 | $ 80,579 |
Net income per share attributable to Blucora, Inc.: | ||||
Basic (in USD per share) | $ 0.64 | $ 0.75 | $ 1.93 | $ 1.72 |
Diluted (in USD per share) | $ 0.62 | $ 0.71 | $ 1.88 | $ 1.64 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 48,555 | 47,221 | 48,358 | 46,931 |
Diluted (in shares) | 49,822 | 49,434 | 49,681 | 49,049 |
Other comprehensive income (loss): | ||||
Net income | $ 31,036 | $ 35,460 | $ 93,206 | $ 81,006 |
Foreign currency translation adjustment | 131 | (112) | 238 | (249) |
Other comprehensive income (loss) | 131 | (112) | 238 | (249) |
Comprehensive income | 31,167 | 35,348 | 93,444 | 80,757 |
Comprehensive income attributable to noncontrolling interests | 0 | (222) | 0 | (427) |
Comprehensive income attributable to Blucora, Inc. | 31,167 | 35,126 | 93,444 | 80,330 |
Wealth Management Services | ||||
Revenue: | ||||
Services revenue | 127,831 | 92,015 | 217,363 | 184,097 |
Cost of revenue: | ||||
Cost of revenue | 87,477 | 62,149 | 148,851 | 125,213 |
Tax Preparation Services | ||||
Revenue: | ||||
Services revenue | 65,909 | 65,833 | 202,145 | 179,716 |
Cost of revenue: | ||||
Cost of revenue | $ 3,149 | $ 2,459 | $ 7,350 | $ 6,812 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional- paid-in capital | Accumulated deficit | Accumulated other comprehensive loss |
Balance as of Beginning of period at Dec. 31, 2017 | $ 18,033 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Net income | 205 | ||||
Balance as of End of period at Mar. 31, 2018 | 18,238 | ||||
Balance (in shares) at Dec. 31, 2017 | 46,367 | ||||
Balance at Dec. 31, 2017 | 541,387 | $ 5 | $ 1,555,560 | $ (1,014,174) | $ (4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options, restricted stock units and employee stock purchase plan (in shares) | 462 | ||||
Common stock issued for stock options, restricted stock units and employee stock purchase plan | 3,237 | 3,237 | |||
Other comprehensive income (loss) | (137) | (137) | |||
Stock-based compensation | 2,958 | 2,958 | |||
Tax payments from shares withheld for equity awards | (1,493) | (1,493) | |||
Net income | 45,341 | 45,341 | |||
Balance (in shares) at Mar. 31, 2018 | 46,829 | ||||
Balance at Mar. 31, 2018 | 593,144 | $ 5 | 1,560,262 | (966,982) | (141) |
Balance as of Beginning of period at Dec. 31, 2017 | 18,033 | ||||
Balance as of End of period at Jun. 30, 2018 | 18,460 | ||||
Balance (in shares) at Dec. 31, 2017 | 46,367 | ||||
Balance at Dec. 31, 2017 | 541,387 | $ 5 | 1,555,560 | (1,014,174) | (4) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | (249) | ||||
Net income | 80,579 | ||||
Balance (in shares) at Jun. 30, 2018 | 47,494 | ||||
Balance at Jun. 30, 2018 | 637,420 | $ 5 | 1,569,412 | (931,744) | (253) |
Balance as of Beginning of period at Mar. 31, 2018 | 18,238 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Net income | 222 | ||||
Balance as of End of period at Jun. 30, 2018 | 18,460 | ||||
Balance (in shares) at Mar. 31, 2018 | 46,829 | ||||
Balance at Mar. 31, 2018 | 593,144 | $ 5 | 1,560,262 | (966,982) | (141) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units (in shares) | 665 | ||||
Common stock issued for stock options and restricted stock units | 7,852 | 7,852 | |||
Other comprehensive income (loss) | (112) | (112) | |||
Stock-based compensation | 4,033 | 4,033 | |||
Tax payments from shares withheld for equity awards | (2,735) | (2,735) | |||
Net income | 35,238 | 35,238 | |||
Balance (in shares) at Jun. 30, 2018 | 47,494 | ||||
Balance at Jun. 30, 2018 | 637,420 | $ 5 | 1,569,412 | (931,744) | (253) |
Balance as of Beginning of period at Dec. 31, 2018 | 24,945 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Reclassification of mandatorily redeemable noncontrolling interests | (22,428) | ||||
Net income | 0 | ||||
Balance as of End of period at Mar. 31, 2019 | $ 2,517 | ||||
Balance (in shares) at Dec. 31, 2018 | 48,044 | 48,044 | |||
Balance at Dec. 31, 2018 | $ 607,595 | $ 5 | 1,569,725 | (961,689) | (446) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options and restricted stock units (in shares) | 211 | ||||
Common stock issued for stock options and restricted stock units | 283 | 283 | |||
Other comprehensive income (loss) | 107 | 107 | |||
Stock-based compensation | 2,443 | 2,443 | |||
Tax payments from shares withheld for equity awards | (2,425) | (2,425) | |||
Net income | 62,170 | 62,170 | |||
Balance (in shares) at Mar. 31, 2019 | 48,255 | ||||
Balance at Mar. 31, 2019 | 668,537 | $ 5 | 1,570,026 | (901,155) | (339) |
Balance as of Beginning of period at Dec. 31, 2018 | 24,945 | ||||
Balance as of End of period at Jun. 30, 2019 | $ 0 | ||||
Balance (in shares) at Dec. 31, 2018 | 48,044 | 48,044 | |||
Balance at Dec. 31, 2018 | $ 607,595 | $ 5 | 1,569,725 | (961,689) | (446) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive income (loss) | 238 | ||||
Net income | $ 93,206 | ||||
Balance (in shares) at Jun. 30, 2019 | 48,779 | 48,779 | |||
Balance at Jun. 30, 2019 | $ 705,232 | $ 5 | 1,575,554 | (870,119) | (208) |
Balance as of Beginning of period at Mar. 31, 2019 | 2,517 | ||||
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||||
Redemption of noncontrolling interests | (2,517) | ||||
Net income | 0 | ||||
Balance as of End of period at Jun. 30, 2019 | 0 | ||||
Balance (in shares) at Mar. 31, 2019 | 48,255 | ||||
Balance at Mar. 31, 2019 | 668,537 | $ 5 | 1,570,026 | (901,155) | (339) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued for stock options, restricted stock units and employee stock purchase plan (in shares) | 524 | ||||
Common stock issued for stock options, restricted stock units and employee stock purchase plan | 4,181 | 4,181 | |||
Other comprehensive income (loss) | 131 | 131 | |||
Stock-based compensation | 4,082 | 4,082 | |||
Tax payments from shares withheld for equity awards | (2,735) | (2,735) | |||
Net income | $ 31,036 | 31,036 | |||
Balance (in shares) at Jun. 30, 2019 | 48,779 | 48,779 | |||
Balance at Jun. 30, 2019 | $ 705,232 | $ 5 | $ 1,575,554 | $ (870,119) | $ (208) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Operating Activities: | ||
Net income | $ 93,206 | $ 81,006 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Stock-based compensation | 6,525 | 6,685 |
Depreciation and amortization of acquired intangible assets | 20,185 | 20,338 |
Reduction of right-of-use lease assets | 1,977 | |
Deferred income taxes | 4,446 | (781) |
Amortization of premium on investments, net, and debt issuance costs | 547 | 487 |
Accretion of debt discounts | 123 | 87 |
Loss on debt extinguishment | 0 | 1,533 |
Other | 260 | 0 |
Cash provided (used) by changes in operating assets and liabilities: | ||
Accounts receivable | (3,217) | 4,096 |
Commissions receivable | 847 | 2 |
Other receivables | (661) | 3,142 |
Prepaid expenses and other current assets | 12,258 | 461 |
Other long-term assets | (355) | (764) |
Accounts payable | (2,995) | 59 |
Commissions and advisory fees payable | (663) | (655) |
Lease liabilities | (2,066) | |
Deferred revenue | (24,760) | (5,746) |
Accrued expenses and other current and long-term liabilities | (8,845) | (3,393) |
Net cash provided by operating activities | 96,812 | 106,557 |
Investing Activities: | ||
Payments to Acquire Businesses, Net of Cash Acquired | (164,461) | 0 |
Purchases of property and equipment | (2,938) | (2,602) |
Net cash used by investing activities | (167,399) | (2,602) |
Financing Activities: | ||
Proceeds from credit facilities | 121,499 | 0 |
Payments on credit facilities | 0 | (80,000) |
Payment of redeemable noncontrolling interests | (24,945) | 0 |
Proceeds from stock option exercises | 3,320 | 10,386 |
Proceeds from issuance of stock through employee stock purchase plan | 1,144 | 704 |
Tax payments from shares withheld for equity awards | (5,160) | (4,229) |
Contingent consideration payments for business acquisition | (943) | (1,315) |
Net cash provided (used) by financing activities | 94,915 | (74,454) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 58 | (30) |
Net increase in cash, cash equivalents, and restricted cash | 24,386 | 29,471 |
Cash, cash equivalents, and restricted cash, beginning of period | 85,366 | 62,311 |
Cash, cash equivalents, and restricted cash, end of period | 109,752 | 91,782 |
Cash paid for income taxes | 2,566 | 767 |
Cash paid for interest | $ 6,671 | $ 7,991 |
Description of the Business
Description of the Business | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business Description of the business: Blucora, Inc. (the "Company," "Blucora," "we," "our," or "us" ) operates two businesses: a Wealth Management business and a digital Tax Preparation business. The Wealth Management business consists of HD Vest ( "HD Vest" ) and, since May 6, 2019, 1st Global ( "1st Global" ), collectively referred to as the "Wealth Management business" or the "Wealth Management segment" . The Wealth Management business provides wealth management solutions for financial advisors and their clients. Specifically, the Wealth Management business provides an integrated platform of brokerage, investment advisory and insurance services to assist in making each financial advisor a financial service center for his/her clients. The Wealth Management business was founded to help tax and accounting professionals integrate financial services into their practices. On May 6, 2019, the Company closed the Acquisition of all of the issued and outstanding common stock of 1st Global, (the "Acquisition" ), a tax-focused wealth management company, for a cash purchase price of $180.0 million. The purchase price was paid with a combination of (i) cash on hand and (ii) the proceeds from a $125.0 million increase in the term loan under the company's credit agreement. See further discussion of the term loan increase in "Note 6: Debt." The operations of 1st Global are included in the Company's operating results as part of the Wealth Management segment from the date of the Acquistion. See further discussion in "Note 3: Business Combinations." The Tax Preparation business consists of the operations of TaxAct, and provides digital tax preparation solutions for consumers, small business owners, and tax professionals through its website www.TaxAct.com (collectively referred to as the "Tax Preparation business" or the "Tax Preparation segment" ). Segments: T he Company has two reportable segments: the Wealth Management segment and the Tax Preparation segment. Reclassification : The Company reclassified approximately $0.7 million from long-term assets to current assets related to loans given to several HD Vest advisors on its December 31, 2018 consolidated balance sheet. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the "SEC" ) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ( "GAAP" ) have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year. Cash, cash equivalents, and restricted cash: The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands): June 30, December 31, 2019 2018 2018 Cash and cash equivalents $ 109,606 $ 89,840 $ 84,524 Cash segregated under federal or other regulations 146 1,117 842 Restricted cash included in "Prepaid expenses and other current assets, net" — 275 — Restricted cash included in "Other long-term assets" — 550 — Total cash, cash equivalents, and restricted cash $ 109,752 $ 91,782 $ 85,366 Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of the Company’s Wealth Management customers. Restricted cash included in prepaid expenses and other current assets, net and other long-term assets represents amounts pledged as collateral for certain of the Company's banking and lease arrangements. Business combinations and intangible assets including goodwill: We account for business combinations using the acquisition method. The 1st Global purchase price has been allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of Acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in the Company's financial statements. The most subjective areas include determining the fair value of the following: • intangible assets, including the valuation methodology, estimations of future cash flows, discount rates, growth rates, as well as the estimated useful life of intangible assets; • deferred tax assets and liabilities and uncertain tax positions, which are initially estimated as of the Acquisition date; • property, plant and equipment; pre-existing liabilities or legal claims; and deferred revenue, each as may be applicable; and • goodwill as measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. The Company's assumptions and estimates are based upon comparable market data and information obtained from the Company's management and the management of 1st Global. Fair value of financial instruments : The Company measures its cash equivalents at fair value. The Company considers the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, accounts payable, commissions and advisory fees payable, accrued expenses, and other current liabilities to approximate fair values primarily due to their short-term natures. Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, trade accounts receivable, and commissions receivable. These instruments are generally unsecured and uninsured. For cash equivalents, short-term investments, and commissions receivable, the Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions and investment sponsors that are expected to be able to fully perform under the terms of the agreement. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Recent accounting pronouncements: Changes to GAAP are established by the Financial Accounting Standards Board ( "FASB" ) in the form of accounting standards updates ( "ASUs" ) to the FASB’s Accounting Standards Codification ( "ASC" ). The Company considers the applicability and impact of all recent ASUs. ASUs and ASCs not listed below were assessed and either were determined to not be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. The Company currently is evaluating, or has adopted, ASUs and ASCs that impact the following areas: Leases (ASU 2016-02) - In February 2016, the FASB issued guidance codified in ASC 842, "Leases" ( "ASC 842" ), which supersedes the guidance in ASC 840 "Leases." Under ASC 842, lease assets and liabilities, whether arising from leases that are considered operating or finance (capital) will be recognized on the balance sheet. Lease liabilities are measured as the present value of unpaid lease payments for operating leases where the Company is the lessee, and a corresponding right-of-use ( "ROU" ) asset is recognized for the right to use the leased assets. This guidance became effective on a modified retrospective basis-with various practical expedients related to leases that commenced before the effective date-for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2018. Prior comparable periods are presented in accordance with accounting guidance under ASC 840 "Leases" and were not restated. The Company adopted ASC 842 on January 1, 2019 for all open leases with a term greater than one year as of the adoption date, using the modified retrospective method of adoption with a cumulative effect adjustment to retained earnings. The Company elected the package of practical expedients, for which there is no requirement to reassess lease existence, classification and initial direct costs, the hindsight practical expedient, for which the Company used hindsight in determining certain lease terms, and the short-term lease expedient, for which the Company considered all open leases with a term greater than one year as of the adoption date. The adoption resulted in $6.6 million of additional operating lease assets, $9.1 million of additional operating lease liabilities, and a $1.6 million adjustment to the opening balance of retained earnings as a result of reevaluating certain of the Company's lease terms as of the adoption date. The Company also reclassified, upon adoption, $0.9 million of other lease-related balances to reduce the measurement of lease assets. The Company's lease terms are comprised of contractual terms but may include extension or termination options reasonably assured to be exercised at lease inception, which are included in the recognition of ROU assets and lease liabilities. The Company’s leases do not contain residual value guarantees or material variable lease payments. The Company does not have any material restrictions or covenants imposed by leases that would impact the Company’s ability to pay dividends or cause the Company to incur additional financial obligations. The Company’s leases are not complex; therefore, there were no significant assumptions or judgments made in applying the requirements of ASC 842, including the determination of whether the contracts contained a lease, the allocation of consideration in the contracts between lease and non-lease components, and the determination of the discount rates for the leases. Measurement of Credit Losses (ASU 2016-13) - In June 2016, the FASB issued an ASU that requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. The Company is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. |
Business Cominations
Business Cominations | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On May 6, 2019, the Company closed the Acquisition of all of the issued and outstanding common stock of 1st Global for a cash purchase price of $180.0 million. The purchase price is subject to customary adjustment as well as certain indemnity escrows, in each case as described more fully in the stock purchase agreement governing the Acquisition. The purchase price has been allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of acquisition. The preliminary fair values of assets acquired and liabilities assumed in the Acquisition were as follows (in thousands): Tangible assets acquired, including cash of $12,389 $ 37,153 Goodwill 125,277 Identified intangible assets 78,200 Contingent liability (10,000) Deferred revenues (17,715) Other current liabilities (13,397) Deferred tax liabilities and other (19,518) Total $ 180,000 Cash paid at acquisition date $ 176,850 Cash to be paid after acquisition date 3,150 The identified intangible assets were recognized as follows (in thousands): Estimated Fair Value Weighted Average Estimated Useful Life (months) Advisor relationships $ 70,800 144 Sponsor relationships 700 120 Developed technology 3,600 60 Trade name 3,100 60 Total identified intangible assets $ 78,200 137 For the three months ended June 30, 2019, the Company recognized amortization expense of approximately $1.1 million in "Amortization of other acquired intangible assets" on the consolidated statements of comprehensive income. Goodwill consists largely of synergistic opportunities for both HD Vest and 1st Global, including increased scale, enhanced capabilities, and an integrated platform of brokerage, investment advisory and insurance services. Goodwill is not expected to be deductible for income tax purposes, and is reported in the Company's Wealth Management segment. As part of the Acquisition, the Company assumed, and recorded as part of the opening balance sheet, a contingent liability related to a regulatory inquiry. While the inquiry is still on-going, the Company evaluated a range of possible losses and recorded a reserve of $10.0 million. The Company retained $3.2 million of the purchase price, which is to be paid to either 1st Global or former employees of 1st Global within the twelve months following the Acquisition. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to change as, due to the recent timing of the Acquisition, the Company obtains additional information for those estimates during the measurement period (up to one year from the Acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. The primary areas of the acquisition accounting that had not yet been finalized as of June 30, 2019 related to the fair value adjustments for fixed assets, lease obligations, intangible assets, certain contingent liability matters, deferred income taxes and residual goodwill. The gross contractual amount of acquired accounts receivable, including commissions receivable, was $6.7 million. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates fair value. During the three and six months ended June 30, 2019, the Company incurred transaction costs of $4.7 million and $1.8 million, respectively, associated with the Acquisition, which were recognized in "General and administrative expense" on the consolidated statements of comprehensive income. The operations of 1st Global are included in the Company's operating results as part of the Wealth Management segment from the date of Acquisition. From the date of Acquisition, 1st Global contributed approximately $29.0 million of revenue and $0.7 million of loss before income taxes to the Company. Pro forma financial information of the 1st Global Acquisition: The financial information in the table below summarizes the combined results of operations of Blucora and 1st Global, on a pro forma basis, for the period in which the Acquisition occurred and the prior reporting period as though the companies had been combined as of the beginning of each period presented. Pro forma adjustments have been made to include amortization expense on the definite-lived intangible assets identified in the Acquisition, debt-related expenses associated with the credit facility used to finance the Acquisition, and to remove Acquisition-related transaction costs. Income taxes also have been adjusted for the effect of these items. The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the Acquisition occurred at the beginning of the period presented (amounts in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Revenue $ 211,471 $ 200,243 $ 478,808 $ 449,776 Net income $ 18,474 $ 25,553 $ 68,513 $ 61,008 |
Segment Information and Revenue
Segment Information and Revenues | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information and Revenues | Segment Information and Revenues The Company has two reportable segments: the Wealth Management segment and the Tax Preparation segment. The Company’s Chief Executive Officer is its chief operating decision maker and reviews financial information presented on a disaggregated basis. This information is used for purposes of allocating resources and evaluating financial performance. The operations of 1st Global are included in the Company's operating results as part of the Wealth Management segment from the date of the Acquisition. Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue: Wealth Management $ 127,831 $ 92,015 $ 217,363 $ 184,097 Tax Preparation 65,909 65,833 202,145 179,716 Total revenue 193,740 157,848 419,508 363,813 Operating income (loss): Wealth Management 16,979 12,954 28,519 26,029 Tax Preparation 41,368 44,121 120,640 102,927 Corporate-level activity (30,317) (17,949) (51,016) (37,093) Total operating income 28,030 39,126 98,143 91,863 Other loss, net (5,118) (2,759) (9,076) (7,987) Income tax benefit (expense) 8,124 (907) 4,139 (2,870) Net income $ 31,036 $ 35,460 $ 93,206 $ 81,006 Revenues by major category within each segment are presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Wealth Management: Commission $ 48,068 $ 40,384 $ 85,228 $ 83,254 Advisory 61,410 40,058 101,167 79,359 Asset-based 13,219 7,306 22,912 14,478 Transaction and fee 5,134 4,267 8,056 7,006 Total Wealth Management revenue $ 127,831 $ 92,015 $ 217,363 $ 184,097 Tax Preparation: Consumer $ 62,686 $ 63,137 $ 186,628 $ 165,049 Professional 3,223 2,696 15,517 14,667 Total Tax Preparation revenue $ 65,909 $ 65,833 $ 202,145 $ 179,716 Wealth Management revenue recognition: Wealth Management revenue consists primarily of commission revenue, advisory revenue, asset-based revenue, and transaction and fee revenue. The Company's Wealth Management revenues are earned from customers primarily located in the United States. Details of Wealth Management revenues are (in thousands): Three months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Commission revenue $ 20,469 $ 27,599 $ 48,068 $ 15,919 $ 24,465 $ 40,384 Advisory revenue — 61,410 61,410 — 40,058 40,058 Asset-based revenue — 13,219 13,219 — 7,306 7,306 Transaction and fee revenue 800 4,334 5,134 1,036 3,231 4,267 Total $ 21,269 $ 106,562 $ 127,831 $ 16,955 $ 75,060 $ 92,015 Six months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Commission revenue $ 36,153 $ 49,075 $ 85,228 $ 34,264 $ 48,990 $ 83,254 Advisory revenue — 101,167 101,167 — 79,359 79,359 Asset-based revenue — 22,912 22,912 — 14,478 14,478 Transaction and fee revenue 1,570 6,486 8,056 1,997 5,009 7,006 Total $ 37,723 $ 179,640 $ 217,363 $ 36,261 $ 147,836 $ 184,097 Tax Preparation revenue recognition : The Company derives revenue from the sale of Tax Preparation digital services, ancillary services, packaged tax preparation software, and arrangements that may include a combination of these items. Ancillary services primarily include refund payment transfer and audit defense. The Company’s Tax Preparation revenues are earned from customers primarily located in the United States. Details of Tax Preparation revenues are (in thousands): Three months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 62,057 $ 629 $ 62,686 $ 63,137 $ — $ 63,137 Professional 2,459 764 3,223 1,919 777 2,696 Total $ 64,516 $ 1,393 $ 65,909 $ 65,056 $ 777 $ 65,833 Six months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 185,072 $ 1,556 $ 186,628 $ 165,049 $ — $ 165,049 Professional 13,301 2,216 15,517 12,315 2,352 14,667 Total $ 198,373 $ 3,772 $ 202,145 $ 177,364 $ 2,352 $ 179,716 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In accordance with ASC 820, "Fair Value Measurements and Disclosures," certain of the Company's assets and liabilities, which are carried at fair value, are classified in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs, other than Level 1, or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data and reflect the Company’s own assumptions. The fair value hierarchy of the Company’s assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2019 Quoted prices in Significant other Significant Cash equivalents: money market and other funds $ 23,454 $ 23,454 $ — $ — Total assets at fair value $ 23,454 $ 23,454 $ — $ — Fair value measurements at the reporting date using December 31, 2018 Quoted prices in Significant other Significant Cash equivalents: money market and other funds $ 23,181 $ 23,181 $ — $ — Total assets at fair value $ 23,181 $ 23,181 $ — $ — Acquisition-related contingent consideration liability $ 1,275 $ — $ — $ 1,275 Total liabilities at fair value $ 1,275 $ — $ — $ 1,275 A reconciliation of Level 3 items measured at fair value on a recurring basis is as follows (in thousands): Acquisition-related contingent consideration liability: Balance as of December 31, 2018 $ 1,275 Payment (1,331) Foreign currency transaction loss 56 Balance as of June 30, 2019 $ — Cash equivalents are classified within Level 1 of the fair value hierarchy because the Company values them utilizing quoted prices in active markets. Unrealized gains and losses are included in "Accumulated other comprehensive loss" on the consolidated balance sheets, and amounts reclassified out of comprehensive income into net income are determined on the basis of specific identification. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company’s debt consisted of the following as of the periods indicated in the table below (in thousands): June 30, 2019 December 31, 2018 Principal Discount Debt issuance costs Net Principal Discount Debt issuance costs Net Senior secured credit facilities $ 390,000 $ (1,472) $ (6,030) $ 382,498 $ 265,000 $ (970) $ (3,640) $ 260,390 Senior secured credit facilities: In May 2017, the Company entered into a credit agreement with a syndicate of lenders in order to provide a term loan and revolving line of credit for working capital, capital expenditures and general business purposes (the "Blucora senior secured credit facilities" ). Prior to May 2019, the Blucora senior secured credit facilities provided for up to $425.0 million of borrowings, consisting of a committed $50.0 million revolving credit facility (including a letter of credit sub-facility) and a $375.0 million term loan facility. In May 2019, the Company amended the Blucora senior secured credit facilities, in order to, among other things: (i) provide for a term loan increase in the aggregate principal amount of $125.0 million in the form of a fungible increase to, and on substantially the same terms as, the Company's existing senior secured term loan under the Blucora senior secured credit facilities and (ii) increase the total amount of the revolving credit facility under the Blucora senior secured credit facilities by $15.0 million to an aggregate of $65.0 million. The amended Blucora senior secured credit facilities provide for up to $565.0 million of borrowings, consisting of a committed $65.0 million revolving credit facility (including a letter of credit sub-facility) and a $500.0 million term loan facility that mature on May 22, 2022 and May 22, 2024, respectively. Obligations under the Blucora senior secured credit facilities are guaranteed by certain of Blucora's subsidiaries and secured by substantially all of the assets of the Company and certain of its subsidiaries. The proceeds of the increase in the term loan were used to fund a portion of the purchase price of the Acquisition, as well as to pay the fees and expenses associated with entering into the amendment to the Blucora senior secured credit facilities. The Blucora senior secured credit facilities include financial and operating covenants, including a consolidated total net leverage ratio, which are set forth in detail in the credit facility agreement. As of June 30, 2019, the Company was in compliance with all of the financial and operating covenants under the credit facility agreement. Commencing December 31, 2019, principal payments of the term loan are due on a quarterly basis in an amount equal to $312,500 (subject to reduction for prepayments), with the remaining principal amount due on the maturity date of May 22, 2024. The Company also has the right to prepay the term loan or outstanding amounts under the revolving credit facility without any premium or penalty (other than customary Eurodollar breakage costs). Prepayments on the term loan are subject to certain prepayment minimums. The Company may be required to make annual prepayments on the term loan in an amount equal to a percentage of excess cash flow of the Company during the applicable fiscal year from 0% to 50%, depending on the Consolidated First Lien Net Leverage Ratio (as defined in the credit facility agreement) for such fiscal year. In November 2017, the credit facility agreement was amended in order to refinance and reprice the initial term loan. The interest rate on the the term loan is variable at the London Interbank Offered Rate, plus the applicable interest rate margin of 3.00% for Eurodollar Rate loans and 2.00% for ABR loans. Depending on the Company’s Consolidated First Lien Net Leverage Ratio (as defined in the credit facility agreement), the applicable interest rate margin on the revolving credit facility is from 2.75% to 3.25% for Eurodollar Rate loans and 1.75% to 2.25% for ABR loans. Interest is payable at the end of each interest period. As of June 30, 2019, the Company had not borrowed any amounts under the revolving credit facility. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2019 | |
Noncontrolling Interest [Abstract] | |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling InterestsIn connection with the 2015 acquisition of HD Vest, the former management of HD Vest retained an ownership interest in that business. The Company was party to put and call arrangements that became exercisable beginning in the first quarter of 2019 with respect to those interests. These put and call arrangements allowed certain members of HD Vest management to require the Company to purchase their interests or allow the Company to acquire such interests for cash, respectively, within ninety days after the Company filed its Annual Report on Form 10-K for the year ended December 31, 2018, which occurred on March 1, 2019. All of these arrangements were settled in cash for $24.9 million in the second quarter of 2019. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Significant events since the year ended December 31, 2018, outside of the ordinary course of the Company’s business, include debt activity (as discussed further in "Note 6: Debt"), purchase commitments of approximately $3.0 million over the next year from 1st Global, and sublease income of $1.6 million primarily related to the sublease agreement for the Company's former headquarters in Bellevue, Washington. Additional information on the Company’s commitments and contingencies can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Litigation: From time to time, the Company is subject to various legal proceedings or claims that arise in the ordinary course of business. The Company accrues a liability when management believes that it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated. Aside from the contingent liability described in "Note 3: Business Combinations," the Company is not currently party to any legal proceedings or claims for which it has incurred a liability on its consolidated balance sheets. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Stock-based compensation: The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units ( "RSUs" ), and the Company’s employee stock purchase plan ( "ESPP" ), in the following on the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Cost of revenue $ 896 $ 271 $ 1,416 $ 527 Engineering and technology 156 202 332 412 Sales and marketing 180 702 (13) 1,218 General and administrative 2,850 2,555 4,790 4,528 Total $ 4,082 $ 3,730 $ 6,525 $ 6,685 As of June 30, 2019, the Company had granted 801,986 RSUs and non-qualified stock options to certain Wealth Management business financial advisors. These advisors are considered non-employees. The RSUs and stock options fully vest three years from the date of grant. Following the Company's early adoption of ASU 2018-07, effective January 1, 2018, these grants are accounted for similarly to share-based payments granted to employees. Total net shares issued to employees for stock options exercised, RSUs vested, and shares purchased pursuant in the Company's ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Stock options exercised 399 552 478 872 RSUs vested 79 114 211 220 Shares purchased pursuant to ESPP 46 (1) 46 35 Total 524 665 735 1,127 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company's leases are primarily related to office space. For the three and six months ended June 30, 2019, the Company recognized operating lease costs of approximately $1.2 million and $2.3 million, respectively, in "General and administrative" expense on the consolidated statements of comprehensive income. For the three and six months ended June 30, 2018, the Company recognized rent expense of approximately $0.6 million and $1.2 million, respectively, in "General and administrative" expense on the consolidated statements of comprehensive income. As of June 30, 2019, the Company's weighted-average remaining operating lease term was approximately 3.8 years, and its weighted-average operating lease discount rate was 5.4%. The maturities of the Company's operating lease liabilities as of June 30, 2019 are below. The Company's finance lease liabilities as of June 30, 2019 were $0.1 million. (in thousands, except percentages) Undiscounted cash flows: 2019 (for the six months remaining in 2019) $ 5,218 2020 3,587 2021 1,136 2022 1,264 2023 1,292 2024 1,319 Thereafter $ 1,800 Total undiscounted cash flows $ 15,616 Imputed interest (1,660) Present value of cash flows $ 13,956 June 30, 2019 Short-term operating lease liabilities $ 7,121 Long-term operating lease liabilities 6,835 Total operating lease liabilities $ 13,956 Cash paid on operating lease liabilities was $2.1 million for the six months ended June 30, 2019. Lease liabilities from new ROU assets obtained during the six months ended June 30, 2019 were $6.7 million, primarily due to the Acquisition. In the three months ended June 30, 2019, the Company signed a new office lease, which is expected to commence in 2020. |
Leases | Leases The Company's leases are primarily related to office space. For the three and six months ended June 30, 2019, the Company recognized operating lease costs of approximately $1.2 million and $2.3 million, respectively, in "General and administrative" expense on the consolidated statements of comprehensive income. For the three and six months ended June 30, 2018, the Company recognized rent expense of approximately $0.6 million and $1.2 million, respectively, in "General and administrative" expense on the consolidated statements of comprehensive income. As of June 30, 2019, the Company's weighted-average remaining operating lease term was approximately 3.8 years, and its weighted-average operating lease discount rate was 5.4%. The maturities of the Company's operating lease liabilities as of June 30, 2019 are below. The Company's finance lease liabilities as of June 30, 2019 were $0.1 million. (in thousands, except percentages) Undiscounted cash flows: 2019 (for the six months remaining in 2019) $ 5,218 2020 3,587 2021 1,136 2022 1,264 2023 1,292 2024 1,319 Thereafter $ 1,800 Total undiscounted cash flows $ 15,616 Imputed interest (1,660) Present value of cash flows $ 13,956 June 30, 2019 Short-term operating lease liabilities $ 7,121 Long-term operating lease liabilities 6,835 Total operating lease liabilities $ 13,956 Cash paid on operating lease liabilities was $2.1 million for the six months ended June 30, 2019. Lease liabilities from new ROU assets obtained during the six months ended June 30, 2019 were $6.7 million, primarily due to the Acquisition. In the three months ended June 30, 2019, the Company signed a new office lease, which is expected to commence in 2020. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded income tax benefit of $8.1 million and $4.1 million in the three and six months ended June 30, 2019, respectively. The Company's effective income tax rate differed from the 21% statutory rate in the three and six months ended June 30, 2019, primarily due to excess tax benefits related to stock-based compensation and the release of valuation allowances, offset by the effect of state income taxes, non-deductible compensation and acquisition costs. As part of the Acquisition, the Company recorded $78.2 million of intangible assets that resulted in an $ 11.6 million discrete change in the valuation allowance as intangible assets are not amortizable for tax purposes. The Company recorded income tax expense of $0.9 million and $2.9 million in the three and six months ended June 30, 2018, respectively. Income taxes differed from the 21% statutory rate in three and six months ended June 30, 2018, primarily due to the release of valuation allowances and the effect of state income taxes. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share"Basic net income per share" is computed using the weighted average number of common shares outstanding during the period. "Diluted net income per share" is computed using the weighted average number of common shares outstanding plus the number of dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of the incremental common shares issuable upon the exercise of outstanding stock options and the vesting of unvested RSUs. The computation of basic and diluted net income per share attributable to Blucora, Inc. is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Numerator: Income $ 31,036 $ 35,460 $ 93,206 $ 81,006 Net income attributable to noncontrolling interests — (222) — (427) Net income attributable to Blucora, Inc. $ 31,036 $ 35,238 $ 93,206 $ 80,579 Denominator: Weighted average common shares outstanding, basic 48,555 47,221 48,358 46,931 Dilutive potential common shares 1,267 2,213 1,323 2,118 Weighted average common shares outstanding, diluted 49,822 49,434 49,681 49,049 Net income per share attributable to Blucora, Inc.: Basic $ 0.64 $ 0.75 $ 1.93 $ 1.72 Diluted $ 0.62 $ 0.71 $ 1.88 $ 1.64 Shares excluded 311 373 284 637 Shares were excluded from the computation of diluted earnings per common share for these periods because their effect would have been anti-dilutive. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Segments | Segments: T he Company has two reportable segments: the Wealth Management segment and the Tax Preparation segment. |
Reclassification | Reclassification : The Company reclassified approximately $0.7 million from long-term assets to current assets related to loans given to several HD Vest advisors on its December 31, 2018 consolidated balance sheet. |
Interim financial information | Interim financial information: The accompanying consolidated financial statements have been prepared by the Company under the rules and regulations of the Securities and Exchange Commission (the "SEC" ) for interim financial reporting. These consolidated financial statements are unaudited and, in management’s opinion, include all adjustments, consisting of normal recurring adjustments and accruals, necessary for a fair presentation of the consolidated financial position, results of operations, and cash flows for the periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ( "GAAP" ) have been omitted in accordance with the rules and regulations of the SEC. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Interim results are not necessarily indicative of results for a full year. |
Cash, cash equivalents, and restricted cash | Cash, cash equivalents, and restricted cash: The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands): June 30, December 31, 2019 2018 2018 Cash and cash equivalents $ 109,606 $ 89,840 $ 84,524 Cash segregated under federal or other regulations 146 1,117 842 Restricted cash included in "Prepaid expenses and other current assets, net" — 275 — Restricted cash included in "Other long-term assets" — 550 — Total cash, cash equivalents, and restricted cash $ 109,752 $ 91,782 $ 85,366 Cash segregated under federal and other regulations is held in a separate bank account for the exclusive benefit of the Company’s Wealth Management customers. Restricted cash included in prepaid expenses and other current assets, net and other long-term assets represents amounts pledged as collateral for certain of the Company's banking and lease arrangements. |
Fair value of financial instruments | Fair value of financial instruments: The Company measures its cash equivalents at fair value. The Company considers the carrying values of accounts receivable, commissions receivable, other receivables, prepaid expenses, other current assets, accounts payable, commissions and advisory fees payable, accrued expenses, and other current liabilities to approximate fair values primarily due to their short-term natures. |
Concentration of credit risk | Concentration of credit risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash equivalents, short-term investments, trade accounts receivable, and commissions receivable. These instruments are generally unsecured and uninsured. For cash equivalents, short-term investments, and commissions receivable, the Company attempts to manage exposure to counterparty credit risk by only entering into agreements with major financial institutions and investment sponsors that are expected to be able to fully perform under the terms of the agreement. Accounts receivable are typically unsecured and are derived from revenues earned from customers primarily located in the United States operating in a variety of geographic areas. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. |
Recent accounting pronouncements | Recent accounting pronouncements: Changes to GAAP are established by the Financial Accounting Standards Board ( "FASB" ) in the form of accounting standards updates ( "ASUs" ) to the FASB’s Accounting Standards Codification ( "ASC" ). The Company considers the applicability and impact of all recent ASUs. ASUs and ASCs not listed below were assessed and either were determined to not be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. The Company currently is evaluating, or has adopted, ASUs and ASCs that impact the following areas: Leases (ASU 2016-02) - In February 2016, the FASB issued guidance codified in ASC 842, "Leases" ( "ASC 842" ), which supersedes the guidance in ASC 840 "Leases." Under ASC 842, lease assets and liabilities, whether arising from leases that are considered operating or finance (capital) will be recognized on the balance sheet. Lease liabilities are measured as the present value of unpaid lease payments for operating leases where the Company is the lessee, and a corresponding right-of-use ( "ROU" ) asset is recognized for the right to use the leased assets. This guidance became effective on a modified retrospective basis-with various practical expedients related to leases that commenced before the effective date-for annual reporting periods, including interim reporting periods within those annual reporting periods, beginning after December 15, 2018. Prior comparable periods are presented in accordance with accounting guidance under ASC 840 "Leases" and were not restated. The Company adopted ASC 842 on January 1, 2019 for all open leases with a term greater than one year as of the adoption date, using the modified retrospective method of adoption with a cumulative effect adjustment to retained earnings. The Company elected the package of practical expedients, for which there is no requirement to reassess lease existence, classification and initial direct costs, the hindsight practical expedient, for which the Company used hindsight in determining certain lease terms, and the short-term lease expedient, for which the Company considered all open leases with a term greater than one year as of the adoption date. The adoption resulted in $6.6 million of additional operating lease assets, $9.1 million of additional operating lease liabilities, and a $1.6 million adjustment to the opening balance of retained earnings as a result of reevaluating certain of the Company's lease terms as of the adoption date. The Company also reclassified, upon adoption, $0.9 million of other lease-related balances to reduce the measurement of lease assets. The Company's lease terms are comprised of contractual terms but may include extension or termination options reasonably assured to be exercised at lease inception, which are included in the recognition of ROU assets and lease liabilities. The Company’s leases do not contain residual value guarantees or material variable lease payments. The Company does not have any material restrictions or covenants imposed by leases that would impact the Company’s ability to pay dividends or cause the Company to incur additional financial obligations. The Company’s leases are not complex; therefore, there were no significant assumptions or judgments made in applying the requirements of ASC 842, including the determination of whether the contracts contained a lease, the allocation of consideration in the contracts between lease and non-lease components, and the determination of the discount rates for the leases. Measurement of Credit Losses (ASU 2016-13) - In June 2016, the FASB issued an ASU that requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU is effective for fiscal years beginning after December 15, 2019, including the interim periods within those fiscal years. The Company is currently assessing the impact of adopting this ASU, but based on a preliminary assessment, does not expect the adoption of this guidance to have a material impact on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table presents cash, cash equivalents, and restricted cash as reported on the consolidated balance sheets that equal the total amounts on the consolidated statements of cash flows (in thousands): June 30, December 31, 2019 2018 2018 Cash and cash equivalents $ 109,606 $ 89,840 $ 84,524 Cash segregated under federal or other regulations 146 1,117 842 Restricted cash included in "Prepaid expenses and other current assets, net" — 275 — Restricted cash included in "Other long-term assets" — 550 — Total cash, cash equivalents, and restricted cash $ 109,752 $ 91,782 $ 85,366 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Preliminary Fair Values of Assets and Liabilities Assumed | The preliminary fair values of assets acquired and liabilities assumed in the Acquisition were as follows (in thousands): Tangible assets acquired, including cash of $12,389 $ 37,153 Goodwill 125,277 Identified intangible assets 78,200 Contingent liability (10,000) Deferred revenues (17,715) Other current liabilities (13,397) Deferred tax liabilities and other (19,518) Total $ 180,000 Cash paid at acquisition date $ 176,850 Cash to be paid after acquisition date 3,150 |
Identifiable Intangible Assets Acquired | The identified intangible assets were recognized as follows (in thousands): Estimated Fair Value Weighted Average Estimated Useful Life (months) Advisor relationships $ 70,800 144 Sponsor relationships 700 120 Developed technology 3,600 60 Trade name 3,100 60 Total identified intangible assets $ 78,200 137 |
Pro Forma Financial Information | The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the Acquisition occurred at the beginning of the period presented (amounts in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Revenue $ 211,471 $ 200,243 $ 478,808 $ 449,776 Net income $ 18,474 $ 25,553 $ 68,513 $ 61,008 |
Segment Information and Reven_2
Segment Information and Revenues (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Information on Reportable Segments for Reconciliation to Consolidated Net Income | Information on reportable segments currently presented to the Company’s chief operating decision maker and a reconciliation to consolidated net income are presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue: Wealth Management $ 127,831 $ 92,015 $ 217,363 $ 184,097 Tax Preparation 65,909 65,833 202,145 179,716 Total revenue 193,740 157,848 419,508 363,813 Operating income (loss): Wealth Management 16,979 12,954 28,519 26,029 Tax Preparation 41,368 44,121 120,640 102,927 Corporate-level activity (30,317) (17,949) (51,016) (37,093) Total operating income 28,030 39,126 98,143 91,863 Other loss, net (5,118) (2,759) (9,076) (7,987) Income tax benefit (expense) 8,124 (907) 4,139 (2,870) Net income $ 31,036 $ 35,460 $ 93,206 $ 81,006 |
Schedule of Segment Reporting Information, by Segment | Revenues by major category within each segment are presented below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Wealth Management: Commission $ 48,068 $ 40,384 $ 85,228 $ 83,254 Advisory 61,410 40,058 101,167 79,359 Asset-based 13,219 7,306 22,912 14,478 Transaction and fee 5,134 4,267 8,056 7,006 Total Wealth Management revenue $ 127,831 $ 92,015 $ 217,363 $ 184,097 Tax Preparation: Consumer $ 62,686 $ 63,137 $ 186,628 $ 165,049 Professional 3,223 2,696 15,517 14,667 Total Tax Preparation revenue $ 65,909 $ 65,833 $ 202,145 $ 179,716 |
Wealth Management | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | Details of Wealth Management revenues are (in thousands): Three months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Commission revenue $ 20,469 $ 27,599 $ 48,068 $ 15,919 $ 24,465 $ 40,384 Advisory revenue — 61,410 61,410 — 40,058 40,058 Asset-based revenue — 13,219 13,219 — 7,306 7,306 Transaction and fee revenue 800 4,334 5,134 1,036 3,231 4,267 Total $ 21,269 $ 106,562 $ 127,831 $ 16,955 $ 75,060 $ 92,015 Six months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Commission revenue $ 36,153 $ 49,075 $ 85,228 $ 34,264 $ 48,990 $ 83,254 Advisory revenue — 101,167 101,167 — 79,359 79,359 Asset-based revenue — 22,912 22,912 — 14,478 14,478 Transaction and fee revenue 1,570 6,486 8,056 1,997 5,009 7,006 Total $ 37,723 $ 179,640 $ 217,363 $ 36,261 $ 147,836 $ 184,097 |
Tax Preparation | |
Disaggregation of Revenue [Line Items] | |
Disaggregation of Revenue | Details of Tax Preparation revenues are (in thousands): Three months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 62,057 $ 629 $ 62,686 $ 63,137 $ — $ 63,137 Professional 2,459 764 3,223 1,919 777 2,696 Total $ 64,516 $ 1,393 $ 65,909 $ 65,056 $ 777 $ 65,833 Six months ended June 30, 2019 2018 Recognized Upon Transaction Recognized Over Time Total Recognized Upon Transaction Recognized Over Time Total Consumer $ 185,072 $ 1,556 $ 186,628 $ 165,049 $ — $ 165,049 Professional 13,301 2,216 15,517 12,315 2,352 14,667 Total $ 198,373 $ 3,772 $ 202,145 $ 177,364 $ 2,352 $ 179,716 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis | The fair value hierarchy of the Company’s assets and liabilities carried at fair value and measured on a recurring basis was as follows (in thousands): Fair value measurements at the reporting date using June 30, 2019 Quoted prices in Significant other Significant Cash equivalents: money market and other funds $ 23,454 $ 23,454 $ — $ — Total assets at fair value $ 23,454 $ 23,454 $ — $ — Fair value measurements at the reporting date using December 31, 2018 Quoted prices in Significant other Significant Cash equivalents: money market and other funds $ 23,181 $ 23,181 $ — $ — Total assets at fair value $ 23,181 $ 23,181 $ — $ — Acquisition-related contingent consideration liability $ 1,275 $ — $ — $ 1,275 Total liabilities at fair value $ 1,275 $ — $ — $ 1,275 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | A reconciliation of Level 3 items measured at fair value on a recurring basis is as follows (in thousands): Acquisition-related contingent consideration liability: Balance as of December 31, 2018 $ 1,275 Payment (1,331) Foreign currency transaction loss 56 Balance as of June 30, 2019 $ — |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Company's Debt | The Company’s debt consisted of the following as of the periods indicated in the table below (in thousands): June 30, 2019 December 31, 2018 Principal Discount Debt issuance costs Net Principal Discount Debt issuance costs Net Senior secured credit facilities $ 390,000 $ (1,472) $ (6,030) $ 382,498 $ 265,000 $ (970) $ (3,640) $ 260,390 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stock-Based Compensation Expense | The Company included the following amounts for stock-based compensation expense, which related to stock options, restricted stock units ( "RSUs" ), and the Company’s employee stock purchase plan ( "ESPP" ), in the following on the consolidated statements of comprehensive income (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Cost of revenue $ 896 $ 271 $ 1,416 $ 527 Engineering and technology 156 202 332 412 Sales and marketing 180 702 (13) 1,218 General and administrative 2,850 2,555 4,790 4,528 Total $ 4,082 $ 3,730 $ 6,525 $ 6,685 |
Shares Issued under Share Based Compensation | Total net shares issued to employees for stock options exercised, RSUs vested, and shares purchased pursuant in the Company's ESPP were as follows (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Stock options exercised 399 552 478 872 RSUs vested 79 114 211 220 Shares purchased pursuant to ESPP 46 (1) 46 35 Total 524 665 735 1,127 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Maturities of Operating Lease Liabilities | The maturities of the Company's operating lease liabilities as of June 30, 2019 are below. The Company's finance lease liabilities as of June 30, 2019 were $0.1 million. (in thousands, except percentages) Undiscounted cash flows: 2019 (for the six months remaining in 2019) $ 5,218 2020 3,587 2021 1,136 2022 1,264 2023 1,292 2024 1,319 Thereafter $ 1,800 Total undiscounted cash flows $ 15,616 Imputed interest (1,660) Present value of cash flows $ 13,956 June 30, 2019 Short-term operating lease liabilities $ 7,121 Long-term operating lease liabilities 6,835 Total operating lease liabilities $ 13,956 |
Supplemental Balance Sheet Information Related to Leases | The maturities of the Company's operating lease liabilities as of June 30, 2019 are below. The Company's finance lease liabilities as of June 30, 2019 were $0.1 million. (in thousands, except percentages) Undiscounted cash flows: 2019 (for the six months remaining in 2019) $ 5,218 2020 3,587 2021 1,136 2022 1,264 2023 1,292 2024 1,319 Thereafter $ 1,800 Total undiscounted cash flows $ 15,616 Imputed interest (1,660) Present value of cash flows $ 13,956 June 30, 2019 Short-term operating lease liabilities $ 7,121 Long-term operating lease liabilities 6,835 Total operating lease liabilities $ 13,956 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Summary of Dilutive Effect for Awards with Exercise Price Less Than Average Stock Price | The computation of basic and diluted net income per share attributable to Blucora, Inc. is as follows (in thousands): Three months ended June 30, Six months ended June 30, 2019 2018 2019 2018 Numerator: Income $ 31,036 $ 35,460 $ 93,206 $ 81,006 Net income attributable to noncontrolling interests — (222) — (427) Net income attributable to Blucora, Inc. $ 31,036 $ 35,238 $ 93,206 $ 80,579 Denominator: Weighted average common shares outstanding, basic 48,555 47,221 48,358 46,931 Dilutive potential common shares 1,267 2,213 1,323 2,118 Weighted average common shares outstanding, diluted 49,822 49,434 49,681 49,049 Net income per share attributable to Blucora, Inc.: Basic $ 0.64 $ 0.75 $ 1.93 $ 1.72 Diluted $ 0.62 $ 0.71 $ 1.88 $ 1.64 Shares excluded 311 373 284 637 |
Description of the Business (De
Description of the Business (Details) | May 06, 2019USD ($) | Jun. 30, 2019Segment | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Reclassification from long-term assets to current assets, loans given to HD Vest advisors | $ 700,000 | ||
Term Loan | Senior Secured Credit Facility | |||
Business Acquisition [Line Items] | |||
Aggregate principal amount | $ 125,000,000 | ||
1st Global | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 180,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 109,606 | $ 84,524 | $ 89,840 | |
Cash segregated under federal or other regulations | 146 | 842 | 1,117 | |
Restricted cash included in "Prepaid expenses and other current assets, net" | 0 | 0 | 275 | |
Restricted cash included in "Other long-term assets" | 0 | 0 | 550 | |
Total cash, cash equivalents, and restricted cash | $ 109,752 | $ 85,366 | $ 91,782 | $ 62,311 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Jan. 01, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use lease asset | $ 11,338 | ||
Lease liability | $ 13,956 | ||
Cumulative effect on company's unaudited quarterly results | $ (1,636) | $ 1,851 | |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Right of use lease asset | 6,600 | ||
Lease liability | 9,100 | ||
Cumulative effect on company's unaudited quarterly results | 1,600 | ||
Leases, Other | $ 900 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) $ in Thousands | May 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Business Acquisition [Line Items] | |||||
Amortization of other acquired intangible assets | $ 9,169 | $ 8,806 | $ 17,213 | $ 17,113 | |
1st Global | |||||
Business Acquisition [Line Items] | |||||
Purchase price | $ 180,000 | ||||
Amortization of other acquired intangible assets | 1,100 | ||||
Contingent liability related to regulatory inquiry | 10,000 | ||||
Cash to be paid after acquisition date | 3,150 | ||||
Gross contractual amount of acquired accounts receivable, including commissions receivable | $ 6,700 | ||||
Transaction costs associated with acquisition | $ 4,700 | 1,800 | |||
Revenue of acquiree from date of acquisition | 29,000 | ||||
Loss before taxes of acquiree from date of acquisition | $ 700 |
Business Combinations - Fair Va
Business Combinations - Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | May 06, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||
Goodwill | $ 674,130 | $ 548,685 | |
1st Global | |||
Business Acquisition [Line Items] | |||
Tangible assets acquired, including cash of $12,389 | $ 37,153 | ||
Cash | 12,389 | ||
Goodwill | 125,277 | ||
Identified intangible assets | 78,200 | ||
Contingent liability | (10,000) | ||
Deferred revenues | (17,715) | ||
Other current liabilities | (13,397) | ||
Deferred tax liabilities and other | (19,518) | ||
Total | 180,000 | ||
Cash paid at acquisition date | 176,850 | ||
Cash to be paid after acquisition date | $ 3,150 |
Business Combinations - Identif
Business Combinations - Identified Intangible Assets (Details) - USD ($) $ in Thousands | May 06, 2019 | Jun. 30, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 78,200 | |
Weighted Average Estimated Useful Life (months) | 137 months | |
1st Global | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | 78,200 | |
1st Global | Advisor relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 70,800 | |
Weighted Average Estimated Useful Life (months) | 144 months | |
1st Global | Sponsor relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 700 | |
Weighted Average Estimated Useful Life (months) | 120 months | |
1st Global | Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 3,600 | |
Weighted Average Estimated Useful Life (months) | 60 months | |
1st Global | Trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Estimated Fair Value | $ 3,100 | |
Weighted Average Estimated Useful Life (months) | 60 months |
Business Combinations - Pro For
Business Combinations - Pro Forma Financial Information (Details) - 1st Global - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Business Acquisition, Pro Forma Information [Abstract] | ||||
Revenue | $ 211,471 | $ 200,243 | $ 478,808 | $ 449,776 |
Net income | $ 18,474 | $ 25,553 | $ 68,513 | $ 61,008 |
Segment Information and Reven_3
Segment Information and Revenues - Information on Reportable Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($)Segment | Jun. 30, 2018USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 2 | |||
Revenue: | ||||
Revenues | $ 193,740 | $ 157,848 | $ 419,508 | $ 363,813 |
Operating income: | ||||
Total operating income (loss) | 28,030 | 39,126 | 98,143 | 91,863 |
Other loss, net | (5,118) | (2,759) | (9,076) | (7,987) |
Income tax benefit (expense) | 8,124 | (907) | 4,139 | (2,870) |
Net income | 31,036 | 35,460 | 93,206 | 81,006 |
Corporate-level activity | ||||
Operating income: | ||||
Total operating income (loss) | (30,317) | (17,949) | (51,016) | (37,093) |
Segment Reconciling Items | ||||
Operating income: | ||||
Other loss, net | (5,118) | (2,759) | (9,076) | (7,987) |
Income tax benefit (expense) | 8,124 | (907) | 4,139 | (2,870) |
Wealth Management | ||||
Revenue: | ||||
Revenues | 127,831 | 92,015 | 217,363 | 184,097 |
Wealth Management | Commission revenue | ||||
Revenue: | ||||
Revenues | 48,068 | 40,384 | 85,228 | 83,254 |
Wealth Management | Advisory revenue | ||||
Revenue: | ||||
Revenues | 61,410 | 40,058 | 101,167 | 79,359 |
Wealth Management | Asset-based revenue | ||||
Revenue: | ||||
Revenues | 13,219 | 7,306 | 22,912 | 14,478 |
Wealth Management | Transaction and fee revenue | ||||
Revenue: | ||||
Revenues | 5,134 | 4,267 | 8,056 | 7,006 |
Wealth Management | Operating Segments | ||||
Revenue: | ||||
Revenues | 127,831 | 92,015 | 217,363 | 184,097 |
Operating income: | ||||
Total operating income (loss) | 16,979 | 12,954 | 28,519 | 26,029 |
Tax Preparation | ||||
Revenue: | ||||
Revenues | 65,909 | 65,833 | 202,145 | 179,716 |
Tax Preparation | Consumer | ||||
Revenue: | ||||
Revenues | 62,686 | 63,137 | 186,628 | 165,049 |
Tax Preparation | Professional | ||||
Revenue: | ||||
Revenues | 3,223 | 2,696 | 15,517 | 14,667 |
Tax Preparation | Operating Segments | ||||
Revenue: | ||||
Revenues | 65,909 | 65,833 | 202,145 | 179,716 |
Operating income: | ||||
Total operating income (loss) | $ 41,368 | $ 44,121 | $ 120,640 | $ 102,927 |
Segment Information and Reven_4
Segment Information and Revenues - Details of Wealth Management Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 193,740 | $ 157,848 | $ 419,508 | $ 363,813 |
Wealth Management | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 127,831 | 92,015 | 217,363 | 184,097 |
Wealth Management | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 21,269 | 16,955 | 37,723 | 36,261 |
Wealth Management | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 106,562 | 75,060 | 179,640 | 147,836 |
Wealth Management | Commission revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 48,068 | 40,384 | 85,228 | 83,254 |
Wealth Management | Commission revenue | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 20,469 | 15,919 | 36,153 | 34,264 |
Wealth Management | Commission revenue | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 27,599 | 24,465 | 49,075 | 48,990 |
Wealth Management | Advisory revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 61,410 | 40,058 | 101,167 | 79,359 |
Wealth Management | Advisory revenue | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Wealth Management | Advisory revenue | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 61,410 | 40,058 | 101,167 | 79,359 |
Wealth Management | Asset-based revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,219 | 7,306 | 22,912 | 14,478 |
Wealth Management | Asset-based revenue | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 0 | 0 | 0 | 0 |
Wealth Management | Asset-based revenue | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 13,219 | 7,306 | 22,912 | 14,478 |
Wealth Management | Transaction and fee revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 5,134 | 4,267 | 8,056 | 7,006 |
Wealth Management | Transaction and fee revenue | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 800 | 1,036 | 1,570 | 1,997 |
Wealth Management | Transaction and fee revenue | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 4,334 | $ 3,231 | $ 6,486 | $ 5,009 |
Segment Information and Reven_5
Segment Information and Revenues - Details of Tax Preparation Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 193,740 | $ 157,848 | $ 419,508 | $ 363,813 |
Tax Preparation | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 65,909 | 65,833 | 202,145 | 179,716 |
Tax Preparation | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,686 | 63,137 | 186,628 | 165,049 |
Tax Preparation | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 3,223 | 2,696 | 15,517 | 14,667 |
Tax Preparation | Recognized Upon Transaction | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 64,516 | 65,056 | 198,373 | 177,364 |
Tax Preparation | Recognized Upon Transaction | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 62,057 | 63,137 | 185,072 | 165,049 |
Tax Preparation | Recognized Upon Transaction | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 2,459 | 1,919 | 13,301 | 12,315 |
Tax Preparation | Recognized Over Time | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 1,393 | 777 | 3,772 | 2,352 |
Tax Preparation | Recognized Over Time | Consumer | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 629 | 0 | 1,556 | 0 |
Tax Preparation | Recognized Over Time | Professional | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 764 | $ 777 | $ 2,216 | $ 2,352 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Hierarchy of Financial Assets Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair value measurements, Recurring - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Cash equivalents: | ||
Total assets at fair value | $ 23,454 | $ 23,181 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 1,275 | |
Total liabilities at fair value | 1,275 | |
Money market and other funds | ||
Cash equivalents: | ||
Cash equivalents: money market and other funds | 23,454 | 23,181 |
Quoted prices in active markets using identical assets (Level 1) | ||
Cash equivalents: | ||
Total assets at fair value | 23,454 | 23,181 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 0 | |
Total liabilities at fair value | 0 | |
Quoted prices in active markets using identical assets (Level 1) | Money market and other funds | ||
Cash equivalents: | ||
Cash equivalents: money market and other funds | 23,454 | 23,181 |
Significant other observable inputs (Level 2) | ||
Cash equivalents: | ||
Total assets at fair value | 0 | 0 |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 0 | |
Total liabilities at fair value | 0 | |
Significant other observable inputs (Level 2) | Money market and other funds | ||
Cash equivalents: | ||
Cash equivalents: money market and other funds | 0 | 0 |
Significant unobservable inputs (Level 3) | ||
Cash equivalents: | ||
Total assets at fair value | 0 | |
LIABILITIES | ||
Acquisition-related contingent consideration liability | 1,275 | |
Total liabilities at fair value | 1,275 | |
Significant unobservable inputs (Level 3) | Money market and other funds | ||
Cash equivalents: | ||
Cash equivalents: money market and other funds | $ 0 | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of Fair Value Measured on Recurring Basis (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance as of December 31, 2018 | $ 1,275 |
Payment | (1,331) |
Foreign currency transaction loss | 56 |
Balance as of June 30, 2019 | $ 0 |
Debt - Schedule of Company's De
Debt - Schedule of Company's Debt (Detail) - Senior Secured Credit Facility - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal amount | $ 390,000 | $ 265,000 |
Discount | (1,472) | (970) |
Debt issuance costs | (6,030) | (3,640) |
Net carrying value | $ 382,498 | $ 260,390 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Senior Secured Credit Facility - USD ($) | May 06, 2019 | Nov. 30, 2017 | Jun. 30, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | May 22, 2017 |
Debt Instrument [Line Items] | ||||||
Credit facility | $ 425,000,000 | $ 565,000,000 | ||||
Principal amount | $ 390,000,000 | $ 265,000,000 | ||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Required prepayment percentage | 0.00% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Required prepayment percentage | 50.00% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility | $ 65,000,000 | 50,000,000 | 65,000,000 | |||
Credit facility total amount | 15,000,000 | |||||
Revolving Credit Facility | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 3.00% | |||||
Revolving Credit Facility | Minimum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.75% | |||||
Revolving Credit Facility | Minimum | ABR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 1.75% | |||||
Revolving Credit Facility | Maximum | Eurodollar | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 3.25% | |||||
Revolving Credit Facility | Maximum | ABR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.25% | |||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 375,000,000 | $ 500,000,000 | ||||
Periodic payment | 312,500 | |||||
Aggregate principal amount | $ 125,000,000 | |||||
Term Loan | ABR | ||||||
Debt Instrument [Line Items] | ||||||
Variable interest rate | 2.00% |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | |
Noncontrolling Interest [Abstract] | |||
Put and call arrangements settled in cash | $ 24,900 | $ 24,945 | $ 0 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase commitments over the next year | $ 3 |
Sublease income | $ 1.6 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 4,082 | $ 3,730 | $ 6,525 | $ 6,685 |
Cost of revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 896 | 271 | 1,416 | 527 |
Engineering and technology | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 156 | 202 | 332 | 412 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 180 | 702 | (13) | 1,218 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 2,850 | $ 2,555 | $ 4,790 | $ 4,528 |
HD Vest | RSUs vested and Non-qualified stock options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Nonemployee services transaction, shares approved for issuance (in shares) | 801,986,000 | |||
HD Vest | RSUs vested | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Expected term | 3 years | |||
HD Vest | Non-qualified stock options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Expected term | 3 years |
Stockholders' Equity - Shares I
Stockholders' Equity - Shares Issued under Share Based Compensation (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options exercised (in shares) | 399 | 552 | 478 | 872 |
Total (in shares) | 524 | 665 | 735 | 1,127 |
RSUs vested | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs vested (in shares) | 79 | 114 | 211 | 220 |
Shares purchased pursuant to ESPP | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares purchased pursuant to ESPP (in shares) | 46 | (1) | 46 | 35 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Leases [Abstract] | ||||
Operating lease costs | $ 1,200 | $ 2,300 | ||
Rent expense | $ 600 | $ 1,200 | ||
Weighted-average remaining operating lease term | 3 years 9 months 18 days | 3 years 9 months 18 days | ||
Weighted-average operating lease discount rate | 5.40% | 5.40% | ||
Finance lease liabilities | $ 100 | $ 100 | ||
Operating Lease Liabilities, Payments Due [Abstract] | ||||
2019 (for the nine months remaining in 2019) | 5,218 | 5,218 | ||
2020 | 3,587 | 3,587 | ||
2021 | 1,136 | 1,136 | ||
2022 | 1,264 | 1,264 | ||
2023 | 1,292 | 1,292 | ||
2024 | 1,319 | 1,319 | ||
Thereafter | 1,800 | 1,800 | ||
Total undiscounted cash flows | 15,616 | 15,616 | ||
Imputed interest | (1,660) | (1,660) | ||
Present value of cash flows | 13,956 | 13,956 | ||
Short-term operating lease liabilities | 7,121 | 7,121 | ||
Long-term operating lease liabilities | 6,835 | 6,835 | ||
Total operating lease liabilities | $ 13,956 | 13,956 | ||
Operating lease liabilities | 2,066 | |||
Lease liabilities from new ROU assets obtained | $ 6,700 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | May 06, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Income Tax Disclosure [Abstract] | |||||
Income tax (benefit) expense | $ (8,124) | $ 907 | $ (4,139) | $ 2,870 | |
Federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% | |
Intangible assets acquired | $ 78,200 | ||||
Discrete change in valuation allowance, intangible assets | $ 11,600 | $ 11,600 |
Net Income Per Share - Summary
Net Income Per Share - Summary of Dilutive Effect for Awards with Exercise Price Less than Average Stock Price (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||||
Net income | $ 31,036 | $ 35,460 | $ 93,206 | $ 81,006 | ||
Net income attributable to noncontrolling interests | 0 | (222) | 0 | (427) | ||
Net income attributable to Blucora, Inc. | $ 31,036 | $ 62,170 | $ 35,238 | $ 45,341 | $ 93,206 | $ 80,579 |
Denominator: | ||||||
Weighted average common shares outstanding, basic (in shares) | 48,555 | 47,221 | 48,358 | 46,931 | ||
Dilutive potential common shares (in shares) | 1,267 | 2,213 | 1,323 | 2,118 | ||
Weighted average common shares outstanding, diluted (in shares) | 49,822 | 49,434 | 49,681 | 49,049 | ||
Net income per share attributable to Blucora, Inc.: | ||||||
Basic (in USD per share) | $ 0.64 | $ 0.75 | $ 1.93 | $ 1.72 | ||
Diluted (in USD per share) | $ 0.62 | $ 0.71 | $ 1.88 | $ 1.64 | ||
Shares excluded (in shares) | 311 | 373 | 284 | 637 |
Uncategorized Items - bcor-2019
Label | Element | Value |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,851,000 |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,636,000) |